Business Context and Reporting Period
This Form 6-K filing by Banco Santander (Brasil) S.A. (Santander Brasil) discloses a corporate restructuring transaction dated October 29, 2025. The filing details the "Private Instrument of Protocol and Justification" for the merger of its wholly-owned subsidiary, Santander Leasing S.A. Arrendamento Mercantil (Santander Leasing), into Santander Brasil. The transaction aims to unify operations, simplify the corporate structure, and reduce administrative costs. The financial data presented in the appraisal report is based on the balance sheet date of September 30, 2025.
Key Financial Metrics
The filing provides specific financial data for the subsidiary, Santander Leasing, as of September 30, 2025, which will be absorbed by the parent company. No consolidated revenue, profit, or cash flow figures for Santander Brasil are provided in this specific document.
| Metric | Value (BRL) |
|---|---|
| Net Equity (Santander Leasing) | R$ 10,275,420,114.50 |
| Total Assets (Santander Leasing) | R$ 14,526,652,512.31 |
| Total Liabilities (Santander Leasing) | R$ 4,251,232,397.81 |
| Leasing Operations (Assets) | R$ 3,568,741,048.12 |
| Investments in Subsidiaries | R$ 6,516,422,543.39 |
| Interbank Deposits (Liabilities) | R$ 2,687,628,734.23 |
| Estimated Transaction Costs | R$ 450,000.00 |
Note: The filing does not provide consolidated revenue, net income, operating margins, or liquidity ratios for Santander Brasil for the period.
Material Changes and Transaction Details
- Merger Structure: Santander Leasing will be dissolved and merged into Santander Brasil. All assets, rights, and obligations of the subsidiary will be transferred to the parent company.
- Capital Impact: The merger will not result in a capital increase for Santander Brasil. No new shares will be issued, and there will be no dilution of existing shareholders.
- Valuation: The net equity of Santander Leasing was appraised at book value by PricewaterhouseCoopers Auditores Independentes Ltda. The appraised value matches the book value of R$ 10.28 billion.
- Shareholder Rights: There is no right of withdrawal for shareholders as the transaction involves a wholly-owned subsidiary and does not trigger specific withdrawal conditions under Brazilian Corporation Law.
Outlook, Risks, and Contingencies
Management Commentary: Management views the merger as beneficial for operational and systemic synergies, allowing for the consolidation of leasing activities within the parent company's technological and personnel infrastructure.
Approvals Required: The transaction is contingent upon:
- Approval by the Audit Committee and Board of Directors of Santander Brasil.
- Approval by the Extraordinary General Meetings of both Santander Brasil and Santander Leasing.
- Final approval by the Central Bank of Brazil (pursuant to Resolution No. 4,970/2021).
Risks and Contingencies:
- Regulatory Risk: The merger will not take effect for accounting and tax purposes until approved by the Central Bank of Brazil.
- Legal Provisions: Santander Leasing is involved in judicial and administrative proceedings (tax, labor, and civil). Provisions are maintained based on the probability of loss and legal assessments. The merger assumes these obligations.
- Accounting Estimates: The subsidiary utilizes expected credit loss models (CMN Resolution 4,966/2021) and stop-accrual policies for assets with payment delays exceeding 90 days.
Key Facts for Investor Verification
- Verify the final approval status of the merger by the Central Bank of Brazil, as this is a mandatory condition for the transaction's effectiveness.
- Confirm that the merger results in no dilution of Santander Brasil's share capital, as explicitly stated in the protocol.
- Review the appraisal report by PricewaterhouseCoopers to validate the R$ 10.28 billion net equity transfer value.
- Monitor the integration of Santander Leasing's tax and social security obligations (approx. R$ 1.43 billion) into the parent company's balance sheet.
- Check for any subsequent filings regarding the Extraordinary General Meetings required to ratify the merger.